0001193125-15-029250.txt : 20150202 0001193125-15-029250.hdr.sgml : 20150202 20150202130136 ACCESSION NUMBER: 0001193125-15-029250 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACUCELA INC. CENTRAL INDEX KEY: 0001400482 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 020592619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88011 FILM NUMBER: 15566050 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVE. STREET 2: SUITE 4200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-805-8300 MAIL ADDRESS: STREET 1: 1301 SECOND AVE. STREET 2: SUITE 4200 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: Acucela Inc DATE OF NAME CHANGE: 20070523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KUBOTA RYO CENTRAL INDEX KEY: 0001598575 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O ACUCELA, INC. STREET 2: 1301 SECOND AVE., SUITE 1900 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13D 1 d861964dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Acucela Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00510T109

(CUSIP Number of Class of Securities)

Andrew J. Bond

Davis Wright Tremaine LLP

1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045

(206) 622-3150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 28, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box:  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

CUSIP No. 00510T109

 

  1 

Names of Reporting Persons

 

Ryo Kubota

  2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC Use Only

 

  4

Source of Funds

 

(Not Applicable)

  5

Check of Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6

Citizenship or Place of Organization

 

Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  7 

Sole Voting Power

 

10,250,654

  8

Shared Voting Power

 

7,752,425 (1)

  9

Sole Dispositive Power

 

10,250,654

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,003,079 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

50.3% (2)

14

Type of Reporting Person

 

IN

 

(1) On January 28, 2015, Dr. Ryo Kubota entered into a Voting Agreement and Irrevocable Proxy (the “Voting Agreement”) with SBI Holdings, Inc.(“SBI”) and various subsidiaries of SBI (collectively with SBI, the “Voting Shareholders”), who beneficially own 7,752,425 shares of Common Stock (defined below). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Dr. Kubota that he has beneficial ownership over any of the 7,752,425 shares of Common Stock beneficially held by the Voting Shareholders for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.
(2) Based on 35,804,384 shares of the Issuer’s common stock outstanding as of November 11, 2014 as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2014.


Item 1. Security and Issuer.

This Schedule 13D relates to shares of common stock, no par value (the “Common Stock”) of Acucela Inc. (the “Issuer”).

The Issuer’s principal executive offices are located at:

1301 Second Avenue, Suite 1900,

Seattle, Washington

98101-3805.

 

Item 2. Identity and Background

 

  (a) NAME OF PERSON FILING:

Ryo Kubota (the “Reporting Person”)

 

  (b) ADDRESS OF RESIDENCE OR PRINCIPAL BUSINESS ADDRESS:

1301 Second Avenue, Suite 1900

Seattle, Washington

98101-3805

 

  (c) The Reporting Person is currently employed by the Issuer and his employment is conducted at the address under Item 1 of this Schedule 13D.

 

  (d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

  (e) During the last five years, the Reporting Person has not been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

  (f) CITIZENSHIP:

Japan

 

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person entered into the Voting Agreement with the Voting Shareholders described in Items 4 and 6 below. The Reporting Person did not pay any consideration to the Voting Shareholders or any of its subsidiaries or affiliates in connection with the Voting Agreement.

 

Item 4. Purpose of Transaction

The Reporting Person and the Voting Shareholders entered into the Voting Agreement for the purposes of making certain changes to the composition of the board of directors of the Issuer (the “Board”). The Voting


Agreement provides amongst other things that the Reporting Person and the Voting Shareholders promptly vote the shares of the Issuer’s common stock (the “Common Stock”) they collectively beneficially hold to remove Peter Kresel, Brian O’Callaghan, Glen Y. Sato and Michael Schutzler from the Board at either an annual or special meeting of shareholders or in connection with any request to approve removal of such persons from the Board by written consent. The Reporting Person and the Voting Shareholders also agreed to vote or act with respect to their shares of Common Stock so as elect Yoshitaka Kitao, Robert Takeuchi, Shiro Mita, Eisaku Nakamura and Ryo Kubota (collectively, the “Director Designees”) as members of the Board at any annual or special meeting of shareholders of the Issuer or whenever members of the Board are to be elected by written consent.

 

Item 5. Interests in Securities of the Issuer

The information contained in the cover pages to this Schedule 13D is incorporated by reference into this item

(a) and (b)

The Reporting Person is the direct beneficial holder of 10,250,654 shares of Common Stock and has sole voting and dispositive power over such shares. Additionally, for the purposes of Rule 13d-3 under the Act, as a result of entering into the Voting Agreement, the Reporting Person may be deemed to possess shared voting power over, and therefore beneficially own for purposes of Rule 13d-3, the 7,752,425 shares of Common Stock that are beneficially owned by the Voting Shareholders and that are subject to the Voting Agreement, which when combined with the 10,250,654 beneficially owned by the Reporting Person prior to entering the Voting Agreement result in a total of 18,003,079 shares of Common Stock representing approximately 50.3% of the Issuer’s outstanding Common Stock. This percentage is calculated based on a total of 35,804,384 shares of Common Stock outstanding as of November 11, 2014, which was reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014. Notwithstanding the preceding, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the 7,752,425 shares Common Stock beneficially held by the Voting Shareholders for purposes of the Act or for any other purpose, and the Reporting Person’s beneficial ownership over such shares is expressly disclaimed.

The Voting Shareholders consist of:

SBI Holdings, Inc.

SBI Capital Management Co., Ltd.

SBI Investment Co., Ltd.

SBI Incubation Co., Ltd.

Trans-Science No. 2A Investment Limited Partnership

SBI Transscience Co., Ltd.

BIOVISION Life Science Fund No.1

SBI BB Media Investment Limited Partnership

SBI Bio Life Science Investment LPS

SBI BB Mobile Investment LPS

SBI Phoenix No. 1 Investment LPS

SBI Broadband Fund No. 1 Limited Partnership


Each of the Voting Shareholders is a corporation, partnership or private investment fund organized in Japan and the address for each of the Voting Shareholders is Izumi Garden Tower 19F, 1-6-1 Roppongi, Minato-ku, Tokyo 106-6019, Japan.

During the past five years, to the knowledge of the Reporting Person, none of the Voting Shareholders has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information pertaining to the Voting Shareholders in this Item 5 is based solely upon statements made by the Voting Shareholders in a Schedule 13D/A filed by the Voting Shareholders with the SEC on October 10, 2014.

(c)

Except as described in this Schedule 13D, the Reporting Person has not effected any transaction in the Common Stock during the past sixty days and to the knowledge of the Reporting Person none of the Voting Shareholders have effected any transaction in the Common Stock subject to the Voting Agreement over that same time period.

(d)

No persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to the Voting Agreement and reported in this Schedule 13D.

(e)

Not applicable

 

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Person entered into the Voting Agreement with the Voting Shareholders pursuant to which the Reporting Person was appointed as the proxy and attorney-in-fact to vote by act or written consent during the term of the Voting Agreement all 7,752,425 shares of Common Stock beneficially held by the Voting Shareholders to remove Peter Kresel, Brian O’Callaghan, Glen Y. Sato and Michael Schutzler from the Board and to appoint the Director Designees as new members of the Board. This proxy and power of attorney granted by the Voting Shareholders to the Reporting Person is irrevocable during the term of the Voting Agreement.

Any additional shares of Common Stock acquired by either the Reporting Person or the Voting Shareholders after the date of the Voting Agreement become subject to the terms of the Voting Agreement and outside of limited exceptions, the ability of either party to transfer any of the shares of Common Stock held by such party is prohibited.

The Voting Agreement may be terminated upon the earliest of (a) the sale, conveyance or disposal of all or substantially all of the Issuer’s property or business, (b) if the Issuer is merged into or consolidated with any


other corporation (other than with a wholly-owned subsidiary corporation or in a merger effected exclusively for the purposes of changing the domicile of the Company), (c) if the Issuer effects any other transaction(s) in which more than 50% of the voting power of the Issuer is disposed of, (d) with respect to a Voting Shareholder individually, the date upon which such Voting Shareholder no longer had beneficial ownership of any Common Stock, and (e) the six month anniversary of the date of the Voting Agreement.

The summary of the Voting Agreement in this Item 6 and in Item 4 above is not complete and is qualified in its entirety by reference to the complete Voting Agreement, which is filed as Exhibit 7.1 to this Schedule 13D and is incorporated by reference into both this Item 6 and Item 4 above.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit 7.1 Voting Agreement and Irrevocable Proxy dated January 28, 2015, between Ryo Kubota and certain shareholders of Acucela Inc.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 30, 2015

/s/ Ryo Kubota

RYO KUBOTA
EX-7.1 2 d861964dex71.htm EX-7.1 EX-7.1

Exhibit 7.1

VOTING AGREEMENT AND IRREVOCABLE PROXY

This Voting Agreement and Irrevocable Proxy (this “Agreement”), is made as of the 28 day of January, 2015, by and among Ryo Kubota, an individual (“Kubota”), and each of the undersigned Shareholders (“Shareholders”) of Acucela Inc., a Washington corporation (the “Company”).

WHEREAS, the parties to this Agreement hold shares of the common stock, without par value, of the Company (“Company Common Stock”);

WHEREAS, Kubota and each of the Shareholders believe that it is in their best interests as shareholders of the Company to make certain changes to the composition of the Board of Directors of the Company (the “Board”); and

WHEREAS, Kubota and each of the Shareholders are willing to make certain representations, warranties, covenants and agreements with respect to the shares of Company Common Stock beneficially owned by each of them and set forth below each of their signatures on the signature pages hereto (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 5 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Representations of Kubota and the Shareholders. Each party to this Agreement represents and warrants to each of the other parties hereto that:

(a) (i) Such party owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), all of the Original Shares, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholders is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.

(b) Such party does not beneficially own any shares of Company Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”).

(c) To the extent applicable, such party has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully such party’s obligations hereunder (including the proxy described in Section 2(d) below).


This Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

(d) None of the execution and delivery of this Agreement by such party or compliance by such party with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to such party or to such party’s property or assets.

(e) No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other person on the part of such party is required in connection with the valid execution and delivery of this Agreement, except for any filings required under the Exchange Act. To the extent applicable, no consent of such party’s spouse is necessary under any “community property” or other laws in order for such party to enter into and perform its obligations under this Agreement.

2. Agreement to Vote Shares; Irrevocable Proxy.

(a) Kubota and each of the Shareholders agree to promptly vote or act with respect to their Shares so as to remove Peter Kresel, Brian O’Callaghan, Glen Y. Sato, and Michael Schutzler from the Board at (i) any annual or special meeting of the shareholders of the Company at which the removal of such persons from the Board is proposed, or (ii) in connection with any request to approve the removal of such persons from the Board by written consent.

(b) At any annual or special meeting of the shareholders of the Company at which members of the Board are to be elected, or whenever members of the Board are to be elected by written consent, Kubota and each of the Shareholders agree to vote or act with respect to their Shares so as to elect the persons set forth on Exhibit A to this Agreement (the “Designees”) as members of the Board.

(c) In the event of the resignation, death, removal or disqualification of a Designee, Kubota and each of the Shareholders shall thereafter only be required by Section 2(b) of this Agreement to vote for the remaining Designees.

(d) Each Shareholder hereby appoints Kubota and any designee of Kubota, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Sections 2(a) and (b) of this Agreement. This proxy and power of attorney is given to secure the performance of the duties of each Shareholder under this Agreement. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the

 

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intent of this proxy. This proxy and power of attorney granted by each Shareholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient under RCW23B.07.220 to support an irrevocable proxy and shall revoke any and all prior proxies granted by each Shareholder with respect to the Shares. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

3. No Voting Trusts or Other Arrangement.

Kubota and each of the Shareholders agree that no party to this Agreement will, or will permit any entity under such party’s control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than as set forth in this Agreement, as it may be amended by the parties from time to time.

4. Transfer and Encumbrance.

Each party to this Agreement agrees that during the term of this Agreement, such party will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of the Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or such party’s voting or economic interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 4 shall be null and void. This Section 4 shall not prohibit a Transfer of the Shares by a party to any member of such party’s immediate family, or to a trust for the benefit of such party or any member of such party’s immediate family, or upon the death of such party or to an affiliate of such party; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing to be bound by all of the terms of this Agreement.

5. Additional Shares.

Kubota and each of the Shareholders agree that all shares of Company Common Stock that any party purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

 

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6. Termination.

This Agreement shall terminate upon the earliest to occur of:

(a) the sale, conveyance or disposal of all or substantially all of the Company’s property or business or the Company’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or if the Company effects any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this subsection (a) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company;

(b) with respect to a Shareholder individually, the date upon which such Shareholder no longer has beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any Shares; or

(c) the six (6) month anniversary of the date of this Agreement.

7. No Agreement as Director or Officer.

No party makes any agreement or understanding in this Agreement in such party’s capacity as a director or officer of the Company or any of its subsidiaries (if such party holds such office), and nothing in this Agreement:

(a) will limit or affect any actions or omissions taken by any party to this Agreement in such party’s capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or

(b) will be construed to prohibit, limit or restrict any party to this Agreement from exercising such party’s fiduciary duties as an officer or director to the Company or its shareholders.

8. Specific Performance.

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

9. Entire Agreement.

This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement

 

4


between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

10. Notices.

All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered personally, (b) when delivered by hand (with written confirmation of receipt), (c) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (d) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (e) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at such party’s address or fax number or email address as set forth on the applicable signature page, or as subsequently modified by written notice.

11. Miscellaneous.

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Washington.

(c) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in a federal or state court in the Western District of Washington. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10 or in such other manner as may be

 

5


permitted by applicable laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.

(d) If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f) Each party to this Agreement shall execute and deliver such additional documents as may be necessary or desirable to effect the purposes of this Agreement.

(g) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

[SIGNATURE PAGE FOLLOWS]

 

6


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

 

RYO KUBOTA

/s/ Ryo Kubota

Ryo Kubota, an individual
Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement:
10,250,654
Number of Options Beneficially Owned as of the Date of this Agreement:
10,000
Address:
1301 Second Ave.
Seattle, WA 98101
Email: ryo_kubota@fa2.so-net.ne.jp

 

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SBI Holdings, Inc.
By  

/s/ Yoshitaka Kitao

Name:   Yoshitaka Kitao
Title:   Representative Director, President & CEO
Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement:
7,752,425 Common Shares
Number of Options Beneficially Owned as of the Date of this Agreement:
N/A
Address:
Izumi Garden Tower 19F, 1-6-1 Roppongi,
Minato-ku, Tokyo 106-6019, Japan
Fax: +81-3-3224-1970
Email: ykitao@sbigroup.co.jp

 

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SBI CAPITAL MANGEMENT CO., LTD
SBI INVESTMENT CO., LTD.,
SBI INCUBATION CO., LTD.,
TRANS-SCIENCE NO. 2A INVESTMENT
LIMITED PARTNERSHIP,
SBI TRANSSCIENCE CO., LTD.,
BIOVISION LIFE SCIENCE FUND NO.1,
SBI BB MEDIA INVESTMENT LIMITED
PARTNERSHIP,
SBI BIO LIFE SCIENCE INVESTMENT LPS,
SBI BB MOBILE INVESTMENT LPS,
SBI PHOENIX NO. 1 INVESTMENT LPS,
AND
SBI BROADBAND FUND NO. 1 LIMITED
PARTNERSHIP
By:

/s/ Takashi Nakagawa

Name: Takashi Nakagawa
Title: Authorized Signatory

Number of Shares of Company Common Stock Beneficially Owned as of the Date of this

Agreement:                  Common Shares

Address:
Izumi Garden Tower 19F, 1-6-1 Roppongi,
Minato-ku, Tokyo 106-6019, Japan
Fax: +81-3-3224-1970
Email:                     

 

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EXHIBIT A – DESIGNEES

Yoshitaka Kitao

Robert Takeuchi

Shiro Mita

Eisaku Nakamura

Ryo Kubota

 

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